DEFERRED PROSECUTION AGREEMENT DPA.pdfTRANSOCEAN INC. 15 U.S.c. 78m (books and records) DEFERRED...

IN THE UNITED STATES DISTRICT COURT FOR THE SOUTHERN DISTRICT OF TEXAS

HOUSTON DIVISION

UNITED STATES OF AMERICA sect CRIMINAL NO sect Violations

v sect 18 USC sect371 (conspiracy)

sect 15 USC sect78dd-l (FCPA) TRANSOCEAN INC sect 15 USc sect78m (books and records)

DEFERRED PROSECUTION AGREEMENT

The United States Department of Justice Criminal Division Fraud Section

(the Department) Defendant Transocean Inc (Transocean) a Cayman Islands

corporation and Transocean Ltd a corporation incorporated and headquarered in

Switzerland on behalf of its wholly owned subsidiary Transocean by and through

their undersigned attorneys enter into this Deferred Prosecution Agreement (the

Agreement) The terms and conditions of this Agreement are as follows

Criminal Information and Acceptance of Responsibilty

1 Transocean Ltd and Transocean acknowledge that the United States

will file the attached four-count criminal Information (the Information) in the

United States District Cour for the Southern District of Texas charging

Transocean with one count of conspiracy to commit offenses against the United

States in violation of Title 18 United States Code Section 371 that is to violate

the anti-bribery provisions of the Foreign Corrpt Practices Act (FCPA) as

amended Title 15 United States Code Section 78dd-l and the books and records

provisions of the lCPA Title 15 United States Code Sections 78m (b)(2)(A)

78m(b)(5) and 78ff(a) one count of violating the anti-bribery provisions of the

FCP A as amended Title 15 United State Code Section 78dd-l and two counts of

violating the books and records provisions of the FCP A Title 15 United States

Code Sections 18m (b)(2)(A) 78m(b)(5) and 78ff(a)

2 Transocean knowingly waives (a) its right to indictment on these

charges as well as all rights to a speedy trial pursuant to the Sixth Amendment to

the United States Constitution Title 18 United States Code Section 3161 and

Federal Rule of Criminal Procedure 48(b) and (b) any objection with respect to

venue and consents to the filing of the Information as provided under the terms of

this Agreement in the United States District Court for the Southern District of

Texas

3 Transocean admits accepts and acknowledges that it is responsible

under United States law for the acts of its officers employees subsidiaries and

agents as charged in the Information and as described in the Statement of Facts

(Attachment B) and that the allegations in the Information and the facts described

in the attached Statement of Facts are true and accurate Should the Department

pursue the prosecution that is deferred by this Agreement Transocean agrees that it

2

will neither contest the admissibility of nor contradict the Statement of Facts in any

such proceeding including any guilty plea or sentencing

Term of the Agreement

4 This Agreement is effective for a period beginning on the date on

which the Information is fied and ending three (3) years and seven (7) calendar

days from that date (the Term) However Transocean agrees that in the event

that the Department determines in its sole discretion that Transocean has

knowingly violated any provision of this Agreement an extension or extensions of

the term of the Agreement may be imposed by the Departent for up to a total

additional time period of one year without prejudice to the Departments right to

proceed as provided in Paragraphs 18-21 below Any extension of the Agreement

extends all terms of this Agreement for an equivalent period Conversely in the

event the Department finds in its sole discretion that there exists a change in

circumstances sufficient to eliminate the need for the corporate compliance

reporting obligation described in Paragraph 15 and Attachment D and that the

other provisions of this Agreement have been satisfied the Term of the Agreement

may be terminated early

3

Relevant Considerations

5 The Department enters into this Agreement based on the individual

facts and circumstances presented by this case and Transocean Among the facts

considered were

(a) Transocean and Transocean personnel in Nigeria promptly

commenced an internal investigation into dealings between Transoceans Nigeria

operations and the Freight Forwarding Agent (as defined in Paragraph 10 of the

Information and Statement of Facts) after becoming aware of information

indicating potential issues with its Freight Forwarding Agent

(b) Transocean expanded its intemal investigation to numerous operations

and areas of the world outside Nigeria where no misconduct had been reported or

suspected and reported all relevant findings to thc Dcpartment

(c) A subsidiary of Transocean Ltd Transocean Offshore Deepwater

Drilling Inc hired a new chief compliance officer with substantial experience in

corporate ethics and anti-corrption compliance policies The compliance offcer

who is an offcer of Transocean Ltd is responsible for the oversight of compliance

for Transocean Ltd and all of its subsidiaries and affiliates including Transocean

4

(d) Transocean Ltd established a specific internal audit team of well-

trained auditors to focus on fraud FCPA compliance and anti-bribery issues at

Transocean Ltds worldwide operations

(e) Transocean Ltd issued a revised FCP A compliance policy and

revised its code of conduct instituted a worldwide FCP A training program for its

companies employees and implemented a well-defined due diligence process for

retaining third party service providers and business partners that interact with

government officials

(f) Transocean and Transocean Ltd cooperated with the Departments

investigation including sharing all relevant investigation findings and making

available numerous current and former employees

Cg) Transocean and Transocean Ltd agreed to undertake fuher remedial

measures as contemplated by this Agreement and described in Attachment C

(h) Transocean and Transocean Ltd agreed to provide a written report to the

Department on their progress and experience in maintaining and as necessary and

appropriate enhancing their compliance policies and procedures as described in

Attachment D and

(i) Transocean and Transocean Ltd agreed to continue to cooperate with the

Departent in any ongoing investigation of the conduct of Transocean and its

5

directors employees agents consultants contractors subcontractors subsidiaries

and any affliates it controls relating to violations of the FCPA

6 During the term of this Agreement Transocean and Transocean Ltd

on behalf of its wholly-owned subsidiary Transocean shall continue to cooperate

fully with the Deparment in any and all matters relating to corrpt payments

related false books and records and inadequategrave internal controls At the request of

the Department and consistent with applicable law and regulations Transocean

and Transocean Ltd shall also cooperate fully with other domestic or foreign law

enforcement authorities and agencies as well as the Multilateral Development

Banks (MDBs) in any investigation of Transocean or any of its present and

former directors employees agents consultants contractors subcontractors

subsidiaries or affliates or any other pary in any and all matters relating to

corrpt payments and related false books and records and inadequate internal

controls Transocean and Transocean Ltd agree that their cooperation shall

include but is not limited to the following

a Transocean and Transocean Ltd shall trthfully disclose all

factual information not protected by a valid claim of attorney-client privilege or

work product doctrine or applicable law with respect to Transoceans activities

and those of its present and former directors offcers employees agents

6

consultants contractors subcontractors and subsidiaries concernmg all matters

relating to corrpt payments and related false books and records and inadequate

internal controls about which Transocean or Transocean Ltd have any knowledge

and about which the Department may inquire This obligation of trthful

disclosure includes the obligation of Transocean and Transocean Ltd to provide to

the Department upon request any document record or other tangible evidence

relating to such corrpt payments false books and records or inadequate internal

controls about which the Department may inquire of Transocean or Transocean

Ltd

b Upon request of the Department with respect to any issue

relevant to its investigation of corrpt payments in connection with the operations

of Transocean related false books and rccords and inadequate internal controls

Transocean and Transocean Ltd shall designate knowledgeable employees agents

or attorneys to provide to the Department the information and materials described

in subparagraph 6(a) above on behalf of Transocean and Transoceagraven Ltd It is

further understood that Transocean and Transocean Ltd must at all times provide

complete truthful and accurate information

c With respect to any issue relevant to the Departments

investigation of corrpt payments related false books and records and inadequate

7

internal controls in connection with the operations of Transocean or any of its

present or former parents subsidiaries or affliates Transocean and Transocean

Ltd shall use their best efforts to make available for interviews or testimony as

requested by the Deparment present or former directors officers employees

agents consultants contractors and subcontractors of Transocean and Transocean

Ltd This obligation includes but is not limited to sworn testimony before a

federal grand jury or in federal trials as well as interviews with federal law

enforcernent and regulatory authorities Cooperation under this Paragraph wil

include identification of witnesses who to the knowledge of Transocean or

Transocean Ltd may have material information regarding the matters under

investigation

d With rcspcct to any information testimony documents

records or other tangible evidence provided to the Deparment pursuant to this

Agreement Transocean and Transocean Ltd consent to any and all disclosures

consistent with applicable law and regulation to other governental authorities

including United States authorities and those of a foreign government and the

MDBs of such materials as the Deparment in its sole discretion shall deem

appropriate

8

Payment of Monetary Penalty

7 The Department and Transocean agree that the application of the

United States Sentencing Guidelines (USSG or Sentencing Guidelines) to

determine the applicable fine range yields the following analysis

a The 2009 USSG Manual sets forth the appropriate guidelines to be used in this matter

b Base Offense Based upon USSG sect 2Ci the total offense level is 30 calculated as follows

(a)(2) Base Offense Level 12 (b)(I) Specific Offense Characteristic

(More than one bribe) +2

(b )(2) Specific Offense Characteristic + 16(Value of Benefit Received-shyMore than $10 milion less than $25 million)

TOTAL 30

c Base Fine Based upon USSG sect 8C24(a)(I) the base fine is $10500000 (fine corresponding to the Base Offense Level as provided in Offense Level Table)

d Culpabilty Score Based upon USSG sect 8C25 the culpabilty score is 8 summarized as follows

(a) Base Culpability Score 5

(b)(I)(A) Involvement in or Tolerance of Criminal ActivityThe organization had 5000 or more employees and an individual within high-level personnel of the unit

participated in condoned or was willfully ignorant of

9

the offense +5

(g) Self Reporting Cooperation and Acceptance of

Responsibility The organization fully cooperated in the investigation and clearly demonstrated recognition and affrmative acceptance of responsibility for its criminal conduct

-2

TOTAL 8

e Calculation of Fine Range Based upon USSG sect 8C27 the fine range is calculated as follows

Base Fine $105 millon

Multipliers 16 to 32

Fine Range $168 million $336 million

8 Transocean and Transocean Ltd agree that Transocean shall pay a

monetary penalty in the amount of $13440000 Transocean and Transocean Ltd

agree that Transocean shall pay this monetary penalty to the United States

Treasury within ten days of the filing of this Agreement in the US District Cour

for the Southern District of Texas Transocean and Transocean Ltd agree that the

$13440000 penalty is final and shall not be refunded

9 Nothing in this Agreement shall be deemed an agreement by the

10

Department that the $13440000 amount is the maximum penalty that may be

imposed in any future prosecution and the Department is not precluded from

arguing in any futurc prosccution that thc Court should imposc a higher fine

although the Department agrees that under those circumstances it wil recommend

to the Court that the amount paid under this Agreement should be offset against

any fine the Court imposes as par of a future judgment

10 Transocean and Transocean Ltd acknowledge that no United States

tax deduction may be sought in connection with the payment of any part of this

$13440000 criminal penalty

Conditional Release from Criminal Liabilty

11 In return for the full and truthful cooperation of Transocean and

Transocean Ltd as described in Paragraphs 5 and 6 above and their compliance

with the other terms and conditions of this Agreement the Department agrees

subject to Paragraphs 18-21 below not to use any information related to the

conduct described in the attached Statement of Facts against Transocean

Transocean Ltd or any of their subsidiaries in any criminal or civil case except

(a) in a prosecution for perjury or obstruction of justice (b) in a prosecution for

making a false statement (c) in a prosecution or other proceeding relating to any

crime of violence or (d) in a prosecution or other proceeding relating to a violation

11

of any provision of Title 26 ofthe United States Code In addition the Department

agrees except as provided herein that it wil not bring any criminal or civil case

against Transocean Transocean Ltd or any of their subsidiaries that is (i) related

to the conduct of present and former directors officers employees agents

consultants contractors and subcontractors as described in the attached Statement

of Facts or (ii) related to information Transocean or Transocean Ltd disclosed to

the Department prior to the date on which this Agreement was signed

a This Paragraph does not provide any protection against

prosecution for any corrpt payments false books or records or inadequate

internal controls if any by Transocean that occur after the date ofthis Agreement

b In addition this Paragraph does not provide any protection

against prosecution of any prcscnt or former director officer employee

shareholder agent consultant coiitractor or subcontractor of Transocean for any

violations cornmitted by them

Corporate Compliance Program and Reporting

12 Transocean and Transocean Ltd on behalf of its wholly owned

subsidiary Transocean represent that they have implemented and will continue to

implement a compliance and ethics program designed to prevent and detect

violations of the FCPA and other applicable anti-corrption laws throughout their

12

operations including those of their subsidiaries affiiates agents joint ventures

and those of their contractor~ and subcontractors whose responsibilties include

interacting with foreign officials and engaging in other high-risk activities

13 In order to address any deficiencies in their internal controls policies

and procedures regarding compliance with the FCP A and other applicable antishy

corrption laws Transocean and Transocean Ltd represent that they have

undertaken and wil continue to undertake in the future in a manner consistent

with all of their obligations under this Agreement a review of the existing internal

controls policies and procedures within Transocean and Transocean Ltd Where

necessary and appropriate Transocean and Transocean Ltd wil adopt new or

modify existing internal controls policies and procedures in order to ensure that

Transocean and Transocean Ltd maintain (a) a systcm of internal accounting

controls designed to ensure the making and keeping of fair and accurate books

records and accounts and (b) a rigorous anti-corruption compliance code designed

to detect and deter violations of the FCP A and other applicable anti-corrption

laws The internal controls system and compliance code will include but not be

limited to the minimum elements set forth in Attachment C which is incorporated

by reference into this Agreement

13

14 The implementation and maintenance of these policies and procedures

shall not be construed in any future enforcement proceeding as providing immunity

or amnesty for any crimes not disclosed to the Deparment as of the date of signing

of this Agreement for which Transocean and Transocean Ltd would otherwise be

responsible

15 Transocean and Transocean Ltd agree that on an annual basis during

the Term of this Agreement as further described in Attachment D they shall

provide a written report to the Department on their progress and experience in

maintaining and as necessary and appropriate enhancing their compliance policies

and procedures

Deferred Prosecution

16 In consideration of (a) thc past and future cooperation of Transocean

and Transocean Ltd described in Paragraphs 5 and 6 above (b) Transoceans

payment of a monetary penalty of $13440000 and (c) Transocean and

Transocean Ltds adoption and maintenance of enhanced compliance measures

the Department agrees that prosecution of Transocean Transocean Ltd or their

subsidiaries for the conduct set forth in the attached Statement of Facts and for the

conduct that Transocean Transocean Ltd or their subsidiaries disclosed to the

14

Department prior to the signing of this Agreement be and hereby is deferred for

the Term of this Agreement

17 The Department further agrees that if Transocean and Transoccan Ltd

fully comply with all of their obligations under this Agreement the Department

will not continue the criminal prosecution against Transocean described in

Paragraph I and at the conclusion of the Term this Agreement shall expire

Within thirty (30) days of the Agreements expiration the Department shall seek

dismissal with prejudice of the Information filed against Transocean described in

Paragraph i

Breach of the Agreement

18 If during the Term of this Agreement the Department determines in

its sole discretion that Transocean or Transoccan Ltd have (a) committed aiiy

felony under federal law subsequent to the signing of this Agreement (b) at any

time provided deliberately false incomplete or misleading information or (c)

otherwise breached the Agreement Trapsocean or Transocean Ltd shall thereafter

be subject to prosecution for any federal criminal violation of which the

Department has knowledge and the Information described in Paragraph i may be

pursued by the Department in the US District Cour for the Southern District of

Texas Any such prosecution may be premised on information provided by

15

Transocean or Transocean Ltd In the event of a breach of this Agreement by

Transocean or Transocean Ltd should the Department elect to pursue criminal

charges or any civil or administrative action that was not filed as a result of this

Agreement then

a Transocean and Transocean Ltd agree that any prosecution

that is not time-barred by the applicable statute of limitations on the date of the

signing of this Agreement may be commenced against Transocean and Transocean

Ltd notwithstanding the expiration of the statute of limitations between the

signing of this Agreement and the expiration of the Term plus one year Thus by

signing this Agreement Transocean and Transocean Ltd agree that the statute of

limitations with respect to any prosecution that is not time-barred on the date of

this Agreement shall be tolled for the Term plus one year

b Transocean and Transocean Ltd expressly acknowledge and

incorporate by reference the Tollng Agreement and Tollng Agreement Extensions

that have previously been entered into between Transocean and the Department

and

c Transocean and Transocean Ltd waive all defenses based on

the statute of limitations any claim of preindictment delay and any speedy trial

claim with respect to any such prosecution or action except to the extent that such

16

defenses existed as of the date of the signing of this Agreement or may arise after

the conclusion of the tollng period described in subparagraphs 18(a) and 18(b)

above

19 In the event that the Department determines that Transocean or

Transocean Ltd has breached this Agreement the Department agrees to provide

Transocean and Transocean Ltd with written notice of such breach prior to

instituting any prosecution resulting from such breach Within thirt (30) days of

receipt of such notice Transocean and Transocean Ltd shall have the opportunity

to respond to the Department in writing to explain the nature and circumstances of

such breach as well as the actions they have taken to address and remediate the

situation which explanation the Department shall consider in determining whether

to institute a prosecution


Transocean Ltd have breached this Agreement (a) all statements made by or on

behalf of Transocean or Transocean Ltd to the Department or to the Court

including the attached Statement of Facts and any testimony given by Transocean

or Transocean Ltd before a grand jury or any tribunal at any legislative hearings

whether prior or subsequent to this Agreement or any leads derived from such

statements or testimony shall be admissible in evidence in any and all criminal

17

proceedings brought by the Department against Transocean or Transocean Ltd

and (b) neither Transocean nor Transocean Ltd shall assert any claim under the

United States Constitution Rule 11(f) of the Federal Rules of Criminal Procedure

Rule 410 of the Federal Rules of Evidence or any other federal rule that statements

made by or on behalf of Transocean or Transocean Ltd prior or subsequent to this

Agreement and any leads derived therefrom should be suppressed The decision

whether conduct or statements of any individual will be imputed to Transocean or

Transocean Ltd for the purpose of determining whether Transocean or Transocean

Ltd has violated any provision of this Agreement shall be in the sole discretion of

the Department

21 Transocean and Transocean Ltd acknowledge that the Department

has made no representations assurances or promises concerning what sentence

may be imposed by the Cour if Transocean or Transocean Ltd breaches this

Agreement and this matter proceeds to judgment Transocean and Transocean Ltd

further acknowledge that any such sentence is solely within the discretion of the

Court and that nothing in this Agreement binds or restricts the Court in the exercise

of such discretion

i 8

Sale or Merger of Transocean

22 Transocean and Transocean Ltd agree that in the event either sells

merges or transfers all or substantially all of its business opcrations as they exist as

of the date of this Agreement whether such sale is structured as a stock or asset

sale merger or transfer it shall include in any contract for sale merger or transfer

a provision binding the purchaser or any successor in interest thereto to the

obligations described in this Agreement

Public Statements by Transocean

23 Transocean and Transocean Ltd expressly agree that they shall not

through present or future attorneys directors officers employees agents or any

other person authorized to speak for Transocean or Transocean Ltd make any

public statement in litigation or otherwise contradicting the acceptance of

responsibility by Transocean and Transocean Ltd set forth above or the facts

described in the attached Statement of Facts Any such contradictory statement

shall subject to cure rights of Transocean and Transocean Ltd described below

constitute a breach of this Agreement and Transocean and Transocean Ltd

thereafter shall be subject to prosecution as set forth in Paragraphs 18-21 of this

Agreement The decision whether any public statement by any such person

contradicting a fact contained in the Statement of Facts wil be imputed to

i 9

Transocean and Transocean Ltd for the purose of determining whether they have

breached this Agreement shall be at the sole discretion of the Department If the

Department determines that a public statement by any such person contradicts in

whole or in part a statement contained in the Statement of Facts the Department

shall so notifY Transocean and Transocean Ltd and Transocean and Transocean

Ltd may avoid a breach of this Agreement by publicly repudiating such

statement( s) within five (5) business days after receiving such notification

Consistent with the obligations of Transocean and Transocean Ltd as set forth

above Transocean and Transocean Ltd shall be permitted to raise defenses and to

assert affirmative claims in civil regulatory or foreign proceedings relating to the

matters set forth in the Statement of Facts This Paragraph does not apply to any

statement made by any present or former employee of Transocean Transocean

Ltd or any of their subsidiaries in the course of any criminal regulatory or civil

case initiated against such individual unless such individual is speaking on behalf

of Transocean Transocean Ltd or any of their subsidiaries

24 Transocean and Transocean Ltd expressly agree that if either of

them through present or future attomeys directors offcers employees agents or

any other person authorized to speak for Transocean or Transocean Ltd issues a

press release in connection with this Agreement Transocean and Transocean Ltd

20

shall first consult the Department to determine whether (a) the text of the release is

true and accurate with respect to matters between the Department and Transocean

and Transocean Ltd and (b) the Department has no objection to the release

Nothing herein shall limit the right of Transocean and Transocean Ltd to make

truthful disclosures required by applicable securities laws and regulations

Limitations on Binding Effect of Agreement

25 This Agreement is binding on Transocean Transocean Ltd and the

Deparrnent but specifically does not bind any other federal agencies or any state

local or foreign law enforcement or regulatory agencies or any other authorities

However the Department wil bring the cooperation of Transocean and

Transocean Ltd and their compliance with their obligations under this Agreement

to the attention of such agencies and authorities if requested to do so by

Transocean or Transocean Ltd

Notice

26 Any notice to the Department under this Agreement shall be given by

personal delivery overnight delivery by a recognized delivery service or

registered or certified mail in each case for the Department addressed to Deputy

Chief-FCPA Unit Fraud Section Crirninal Division US Department of Justice

Fourth Floor 1400 New York Avenue NW Washington DC 20005 and for

21

Transocean and Transocean Ltd addressed to Richard C Smith counsel to

Transocean and Transocean Ltd Fulbright amp Jaworski LLP 801 Pennsylvania

Ave NW Washington DC 20004-2623 Notice shall be effective upon actual

receipt by Transocean and Transocean Ltd

Complete Agreement

27 This Agreement sets forth all the terms of the agreement between

Transocean Transocean Ltd and the Deparment No amendments

modifications or additions to this Agreement shall be valid unless they are in

writing and signed by the Department the attorney for Transocean and Transocean

22

Ltd and a duly authorized representative of each of Transocean and Transocean

Ltd

AGREED

FOR THE DEPARTMENT OF JUSTICE

DENIS 1 McINERNY Chief Fraud Section

By ~LtQrOSZY CcedilJ2~ StaceyKLk

Adam G Safwat Assistant Chief United States Departent of Justice Criminal Division Fraud Section 1400 New York Ave NW Washington DC 20005 Tel (202) 514-5650 Fax (202) 514-0152

23

FOR TRASOCEAN INC

~v By

Eric Brown Senior Vice President and General Counsel Transocean Ltd On Behalf of Transocean Inc

By Richard C Smith Counsel for Transocean Inc

UJLFOR TRANSOCEAN LTD

By dii Eric Brown Senior Vice President and General Counsel Transocean Ltd

By ic ard C Sni

gr f)~Counsel for Transocean Ltd

OnthisG(1 dayof ~ 2010

24

GENERAL COUNSELS CERTIFICATE

I have read the Deferred Prosecution Agreement (the Agreement) entered

into between Transocean Inc (Transocean) Transocean Ltd and the United

States Deparment of Justice Criminal Division Fraud Section (the

Department) I have carefully reviewed every par of the Agreement with outside

counsel for Transocean and Transocean Ltd the entity of which I am the General

CounseL I understand the terms of the Agreement and voluntarily agree on behalf

of Transocean and Transocean Ltd to each of its terms Prior to signing the

Agreement I consulted with outside counsel who fully advised me of the rights of

Transocean and Transocean Ltd of possible defenses of the Sentencing

Guidelines provisions and of the consequences of entering into the Agreement I

have carefully reviewed the terms of the Agreement with the Board of Directors of

Transocean and the Audit Committee of the Board of Directors of Transocean Ltd

I have advised and caused outside counsel for Transocean and Transocean Ltd to

advise the Board of Directors of Transocean and the Audit Committee of the Board

of Directors of Transocean Ltd fully of the rights of Transocean and Transocean

Ltd of possible defenses of the Sentencing Guidelines provisions and of the

consequences of entering into the Agreement

1

The Agreement has been duly and validly authorized executed and

delivered on behalf of Transocean and Transocean Ltd and is a valid and binding

obligation of Transocean and Tranocean Ltd

No promises or inducements have been made other than those contained in

this Agreement Furhermore no one has threatened or forced me or to my

knowledge any person authorizing this Agreement on behalf of Transocean and

Transocean Ltd in any way to enter into this Agreement I am also satisfied with

outside counsels representation in this matter I certifY that I am General Counsel

for Transocean Ltd and that I have been duly authorized by the Board of Directors

of Transocean Inc and the Audit Committee of the Board of Directors of

Transocean Ltd to cxecute this Agreement on behalf of Transocean Ltd and

Transocean

Date lJOslashi 02 20 lO

Transocean Ltd-- -~~By

Eric Brown 6 l ~~iquest~Ecirc2iquestLSenior Vice President and General Counsel

2

CERTIFICATE OF COUNSEL

I am counsel for Transocean Inc (Transocean) and Transocean Ltd in the

matter covered by the Deferred Prosecution Agreement (the Agrecmcnt) entered


States Department of Justice Criminal Division Fraud Section (the

Department) In connection with such representation I have examined relevant

Transocean and Transocean Ltd documents and have discussed the terms of the

Agreement with the Board of Directors of Transocean and the Audit Committee of

the Board of Directors of Transocean Ltd Further I have carefully reviewed the

terms of the Agreement with the Board of Directors of Transocean the Audit

Cornittee of the Board of Directors of Transocean Ltd and the General Counsel

of Transocean Ltd I have fully advised them of the rights of Transocean and

Transocean Ltd of possible defenses of the Sentencing Guidelines provisions

and of the consequences of entering into the Agreement To the best of my

knowledge the decision of Transocean and Transocean Ltd to enter into the

Agreement based on the authorization ofthe Board of Directors of Transocean and

1

the Audit Committee of the Board of Directors of Transocean Ltd is an informed

and voluntar one

Date 6 ~ - 2010

2

ATTACHMENT A

CERTIFICATE OF CORPORATE RESOLUTIONS

WHREAS Transocean Inc (Transocean) a wholly-owncd subsidiary of

Transocean Ltd and Transocean Ltd a publicly traded company on the New

York Stock Exchange (collectively the Company) have been engaged in

discussions with the United States Department of Justice Criminal Division Fraud

Section (the Department) about certain illegal payments to foreign offcials to

assist in obtaining business for Transocean and

WHEREAS in order to resolve such discussions it is proposed that the

Company enter into a certain agreement with the Department and

WHEREAS Eric Brown Senior Vice President and General Counsel of

Transoccan Ltd togcthcr with outside connsel for the Company have advised the

Hoard of Directors of Transocean and the Audit Committee of the Board of

Directors of Transocean Ltd of their rights possible defenses the Sentencing

Guidelines provisions and the consequences of entering into such agreement with

the Department

Therefore the Board of Directors of Transocean and the Audit Committee

of the Board of Directors of Transocean Ltd being duly authorized by the Board

of Directors of Transocean have RESOLVED that

1 The Company (i) consents to the filing in the United States District

Court for the Southern District of Texas of a four-count Information charging


States in violation of Title 18 United States Code Section 371 that is to conspire

to violate the anti-bribery provisions of the Foreign Corrupt Practices Act

(FCPA) as amended Title 15 United States Code Section 78dd-l and the

books and records provisions of the FCPA Title 15 United States Code Sections

18m (b )(2)(A) 78m(b )(5) and 78ff(a) one count of violating the anti-bribery

provisions of the FCP A as amended Title 15 United States Code Section 78dd-l

and two counts of violating the books and records provisions of the FCP A Title

15 United States Code Sections 78m(b)(2)(A) 78m(b)(5) and 78ff(a) (ii) waives

indictmcnt on such chargcs and enters into a Deferred Prosecution Agreement with

the Department and (iii) agrees to accept a monetary penalty against Transocean

of $13440000 and to pay $13440000 to the United States Treasury with respect

to the conduct described in the Information

2 Eric Brovn Senior Vice President arid General Counsel of

Transocean Ltd is hereby authorized empowered and directed on behalf of the

Company to execute the Deferred Prosecution Agreement substantially in such

form as reviewed by the Board of Directors of Transocean and the Audit

A-2

Committee of the Board of Directors of Transocean Ltd at this meeting with such

changes as he may approve

3 The Senior Vice President and General Counsel is hereby authorized

empowered and directed to take any and al actions as may be necessar or

appropriate and to approve the forms terms or provisions of any agreement or

other documents as may be necessar or appropriate to carr out and effectuate the

purose and intent ofthe foregoing resolutions and

4 Ali of the actions ofthe Senior Vice President and General Counsel of

Transocean Ltd which actions would have been authorized by the foregoing

resolutions except that such actions were taken prior to the adoption of such

resolutions are hereby severally ratified confirmed approved and adopted as

actions on behalf of the Company

Date 10 - )1 - 2010 ~~ Chairman of the AuditCommittee of

c~Transocean Ltd

President Transocean Inc

ATTACHMENTB

STATEMENT OF FACTS

The following Statement of Facts is incorporated by reference as part of the

Deferred Prosecution Agreement (the Agreement) between the United States

Deparment of Justice Criminal Division Fraud Section (the Department)

Transocean Inc (Transocean) and Transocean Ltd and the parties hereby agree

and stipulate that the following information is true and accurate As set forth in

Paragraph 3 of the Agreement Transocean and Transocean Ltd admit accept and

acknowledge that they are responsible for the acts of their subsidiaries officers

employees and agents as set forth below

Should the Department pursue the prosecution that is deferred by this

Agreement Transocean and Transocean Ltd agrcc that they wil neither contest

the admissibility of nor contradict this Statement of Facts in any such proceeding

If this matter were to proceed to trial the Deparment would prove beyond a

reasonable doubt by admissible evidence the facts alleged below and set forth in

the criminal Information fied in this matter This evidence would establish the

following

At all relevant times to the matters in this Statement of Facts

The FCPA

1 The Foreign Corrpt Practices Act of 1977 (hereinafter the FCPA)

as amended Title 15 United States Code Sections 78dd-l et seq prohibited

certain classes of persons and entities to act corrptly in furtherance of an offer

promise authorization or payment of money or anything of value to a foreign

government official for the purose of obtaining or retaining business for or

directing business to any person 15 UsC sect78dd-l(a) Furthermore the FCPA

required issuers to make and keep books records and accounts that accurately and

fairly reflect transactions and dispositions of the companys assets and prohibited

the knowing falsification of an issuers books records or accounts 15 USc sectsect

78m(b)(2)(A) 78m(b)(5) and 78ff(a) The FCPAs accounting provisions also

required that issuers maintain a system of internal accounting controls suffcient to

provide reasonable assurances that (i) transactions are executed in accordance

with managements general or specific authorization (ii) transactions are recorded

as necessary to (1) permit preparation of financial statements in conformity with

generally accepted accounting principles or any other criteria applicable to such

statements and (II) maintain acconntability for assets (iii) access to assets is

permitted only in accordance with managements general or specific authorization

and (iv) the recorded accountability for assets is compared with the existing assets

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at reasonable intervals and appropriate action is taken with respect to any

differences 15 USc sect 78m(b )(2)(B) The FCPA prohibited the knowing

circumvention or failure to implement such a system of internal accounting

controls 15 USC sectsect 78m(b)(5) and 78ff(a)

Relevant Individuals and Entities

Defendant Transocean Inc

2 Transocean Inc (Transocean) was a Cayman Islands corporation

with its principal executive offices in the Cayman Islands and in Houston Texas

Transocean issued and maintained a class of publicly traded securities registered

pursuant to Section l2(b) of the Securities Exchange Act of 1934 which were

traded on the New York Stock Exchange Transocean was therefore an issuer

within the meaning of the FCPA Title 15 United States Code Section 78dd-l(a)

By virtue of its status as an issuer within the meaning of the FCP A Transocean

was required to make and keep books records and accounts which in reasonable

detail accurately and fairly reflected the transactions and dispositions of the assets

of Transocean

3 In December 2008 Transocean completed a merger among

Transocean Ltd Transocean Inc which was the former parent holding company

and Transocean Cayman Ltd As a result of the merger Transocean became a

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wholly-owned subsidiary of Transocean Ltd a Swiss corporation with principal

executive offces in Vernier Switzerland

4 From 2002 to July 2007 Sedco Forex Nigeria Limitcd (SFNL) a

Nigerian entity was a 60 owned subsidiary of Transocean From 2004 to July

2007 Transocean Support Services Nigeria Ltd (TSSNL) a Nigerian entity

was a wholly-owned subsidiary of Transocean From 2002 to July 2007 Sedco

Forex International Inc (SFII) a Panamanian entity was a wholly-owned

subsidiar of Transocean From 2003 to July 2007 Transocean International

Resources Ltd (TIRL) a British Virgin Islands entity was a wholly-owned

subsidiary of Transocean SFNL TSSNL and SFII are collectively referred to

herein as Transocean Nigeria

Transocean Executives

5 Senior Executive A a permanent resident of the United States from

2005 until July 2007 was a senior operations manager at Transocean from January

to October 2002 a senior operations manager and executive at Transocean from

October 2002 until October 2006 and a senior management executive at

Transocean from October 2006 to July 2007 From 2002 to July 2007 Executive

A was based in Houston Texas Senior Executive A was a domestic concern

within the meaning of the FCPA Title 15 United States Code Section 78dd-2 and

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an employee and agent of an issuer within the meaning of the FCP A Title 15

United States Code Section 78dd-l

6 Executive B a French citizen was responsible for Transoceans

Africa Region which covered offshore drilling operations in Nigeria from 2001 to

2003 From 2003 to July 2007 Executive B was responsible for Transoceans

Europe and Africa Unit Executive B was an agent of an issuer within the

meaningofthe FCP A Title 15 United States Code Section 78dd-1

7 Employee C was managing Transoceans operations in Nigeria from

August 200 I to January 2004 Employee C was an agent of an issuer within the

meaning of the FCPA Title 15 United States Code Section 78dd-1

Transocean Agents

8 Customs Agent 1 was a Nigerian entity that provided freight

forwarding customs clearng haulage and general logistics services to companies

doing business in Nigeria From 2002 to July 2007 Customs Agent i was one of

SFNLs customs agents in Nigeria Customs Agent i was an agent of an issuer

within the meaning of the FCP A Title 15 United States Code Section 78dd-1

9 Customs Agent 2 was a Nigerian entity that provided among other

things customs clearing and freight forwarding and support services to oil and gas

services companies operating in Nigeria During the relevant period Customs

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Agent 2 was one of SFNL and TSSNLs customs agents in Nigeria Customs

Agent 2 was an agent of an issuer within the meaning of the FCP A Title 15


10 The Freight Forwarding Agent was an international freight

forwarding and customs clearing agent based in Switzerland with operations

throughout the world including Nigeria Transocean Nigeria employees knew or

were aware of a high probability that the Freight Forwarding Agent was making

bribe payments to Nigerian Customs Service officials on behalf of SFNL and

TSSNL to cause such officials to disregard certain customs regulatory

requirements relating to importing goods and materials into Nigeria for use on

Transoceans rigs in Nigeria and sought reimbursement from SFNL and TSSNL

for these payments The Freight Forwarding Agent was an agent of an issuer

within the meaning of the FCP A Title 15 United States Code Section 78dd-l

Government Officials

11 The Nigerian Customs Service (the NCS) was a Nigerian

governent agency within the Ministry of Finance of the Federal Republic of

Nigeria The NCS was responsible for assessing and collecting duties and tariffs

on goods imported into Nigeria The NCS was an agency and instrmentality of

the Government of Nigeria and its officers and employees were foreign offcials

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1

within the meaning of the FCPA Title 15 United States Code Section 78ddshy

(t)(1)(A)

The Nigerian Temporary Import Process

12 Under Nigerian law customs duties generally were required to be

paid on goods imported into Nigeria such as rigs and vessels imported into

Nigerian waters During the relevant time the customs duties that were assessed to

permanently import a rig into Nigerian waters were significant that is at least 10

of the total value of the rig In the altemative companies could import rigs and

other items on a temporary basis pursuant to which no customs duties would be

assessed If temporarily importing a rig the company had to post a bond (TIP

bond) with the Nigerian governent as security for any duties or penalties that

might be owed during the life of the TIP Assuming no adverse events occurred

during operations the bond could be terminated once the rig was exported

13 A rig or other item could be imported on a temporary basis only if

the item ( a) was considered a high valued piece of special equipment (b) was not

available for sale in Nigeria and ( c) was being imported temporarily and was

intended to be exported If these requirements were met a company through a

local customs agent could apply for a temporary import permit (TIP) Nigerian

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law also allowed companies to apply for up to two or three six-month extensions

(known as TIP extensions)

14 Items imported under a TIP (and TIP extensions) could not rcmain in

Nigeria longer than the period allowed for by the TIP and TIP extensions Upon

the expiration of the TIP (and related TIP extensions) the owner could either

choose to permanently import the rig (known as nationalizing) or export the rig

and re-import it by obtaining a new initial TIP The failure to export the rig after

the TIP expired could result in the assessment of penalties of up to six times its

cost

Transocean Nigerias Bribe Payments Through its Customs Agents to Nigerian Offcials to Circumvent Requirements for Importation of Offshore Rigs

15 Transocean and its subsidiaries provided offshore driling services and

equipment to oil companies worldwide including Nigeria In order to conduct

business operations in Nigeria each of SFNL and TSSNL was required to obtain

permits for the temporary import of rigs into Nigerian waters

16 Between in or around February 2002 and in or around January 2003

on three occasions when a TIP (and related TIP extensions) expired for a rig in

Nigeria Customs Agent 1 and Customs Agent 2 with the knowledge of SFNL

engaged in a process of obtaining false paperwork on SFNLs behalf to avoid the

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time cost and risks associated with exporting the rig and re-importing it into

Nigerian waters (referred to within Transocean as moves on paper) Customs

Agent 1 and Customs Agent 2 with the knowledgc of SFNL obtained false

documents that reflected that the rig had been physically exported and re-imported

when in fact the rig had remained in Nigeria

17 Additionally in or around May 2007 and in or around June 2007

Customs Agent 2 with the knowledge of TSSNL engaged in a process of

obtaining false paperwork on behalf of TSSNL for another rig Customs Agent 2

with the knowledge of TSSNL obtained documents that reflected that the rig had

been physically exported and re-imported when in fact the rig had remained in

Nigeria

18 SFNL and TSSNLs employees knew or were aware of a high

probability that certain hribe payments were made by Customs Agent 1 and

Customs Agent 2 to NCS officials to resolve these issues To secure

reimbursement for the payments made on behalf of SFNL and TSSNL these

Customs Agents provided invoices to SFNL and TSSNL without supporting

documentation Transocean Nigeria in turn reimbursed these Customs Agents for

the expenses

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19 The payments to Customs Agent 1 and Customs Agent 2 were

mischaracterized agraves Freight and ShippingCourier Charge or Crewboat

Workboat Tug Hire in the case of Customs Agent 1 and Miscellaneous

Operating Expenses in the case of Customs Agent 2 in Transocean Nigerias

books and records and the dollar amounts of such transactions were then

incorporated into Transoceans year-end financial statements filed with the US

Securities and Exchange Commission

The 2002 Paper Moves

20 On February 20 2002 Employee C sent an email to Executive B

stating that the temporary import permit for the Trident VII rig was to expire the

next month and that the only feasible option today is to export the rig on paper

and renew the TI As indicated below the cost of this wil be 85K$ The next

day Executive B responded by stating that he supported the proposaL

21 In March 2002 SFNL made a payment through Customs Agent 2 to

NCS officials when it knew or was aware of a high probability that some or all of

the payment would be used to obtain false paperwork showing that the Trident VII

had left Nigerian waters in March 2002 when in fact the rig did not leave Nigerian

waters until November 2003

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22 On June 10 2002 Employee C sent an e-mail to Executive B

indicating that there was a temporary import issue related to three of Transoceans

rigs including the Sedco 709 and the Searex XII In the e-mail Employee C

sought permission to create paper moves which would falsely depict the rigs

leaving and reentering Nigerian waters when in fact they never moved

23 Employee C also stated in the e-mail that the paper moves were

necessary in order to create a more defendable file and to enable Transocean to

avoid the severe penalties connected with failng to move the rigs once the relevant

TIP had expired The e-mail also contained a quote from Customs Agent i for the

cost of obtaining false paperwork related to the paper moves Employee C added

that (tJhe only alternative is to physically move the rigs out of the Country and

this is clearly not acceptable

24 On June 112002 Executive B sent an e-mail to Senior Executive A

in Houston seeking authorization for the paper moves In justifYing the paper

moves Executive B wrote We are not able to stop the work-in-progress on each

of these rigs to take them out ofthe countr since it would create a major drillng

interrption in our Clients (sic) programs The same day Senior Executive A sent

an e-mail to Executive B approving the paper moves Both the June 10 and June

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11 e-mails were copied to the then-Region Finance Managraveger who was located in

Paris France

25 SFNL subsequently made payments through Customs Agent 1 to NCS

officials when it knew or was aware of a high probability that some or all of the

payments would be used to bribe NCS officials to obtain false paperwork showing

that the Sedco 709 left Nigeria for Cameroon in June 2002 and re-entered Nigeria

in October 2002 under a new TIP when in fact the rig never left Nigerian waters

26 In 2002 SFNL also made payments through Customs Agent 1 to NCS



that the Searex XII rig left Nigeria for Cameroon in June 2002 SFNL and SFIl

madc payments through Customs Agent 2 to NCS offcials when they knew or

were aware of a high probahility that some or all of the payments would be used to

bribe NCS offcials to obtain false paperwork showing that the Searex XII rig reshy

entered Nigeria in Januar 2003 on a one year TIP

27 Customs Agent 2 sent invoices to SFNL for paper moves which

falsely characterized the expenses as clearing bills outward clearance

Inward clearance and customs escravousoffshore clearance among other

terms SFNL and SFn submitted payment for these invoices when they knew or

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were aware of a high probability that these invoices were used to seek

reimbursement in part or in whole for bribe payments made to NCS offcials by

Customs Agent 2 on SFNLs behalf


28 In July 2007 TSSNL made a payment through Customs Agent 2 to


the payments would be used to obtain false paperwork showing that a Transocean

rig known as the MG Hulme Jr had left Nigeria in May 2007 and re-entered

Nigeria in June 2007 on a one year TIP when in fact the rig never left Nigeria but

instead moved to another offshore drilling location within Nigerian waters before

leaving Nigeria permanently in July 2007

29 By corruptly circumventing the TIP requirements in 2002 and 2007

Transocean though Transocean Nigeria was able to continue its driling

operations using the Sedco 709 Searex XII Trident VII and MG Hulme Jr rigs

that (other than with respect to the MG Hulme Jr) otherwise should have been

temporarily removed from Nigerian waters As a consequence Transocean was

able to corrptly gain a net profit of approximately $2129839 on its rig operations

that (other than with respect to the MG Hulme Jr) otherwise would have been

suspended because ofthe failure to comply with Nigerian TIP requirements

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SFNL and TSSNLs Bribe Payments to Nigerian Customs Offcials through their Freight Forwarding Agent

30 One ofthe services provided by the Freight Forwarding Agent was an

express door-to-door courier service (express courier service) that expedited the

importation of goods and equipment into Nigeria The express service involved

the payment of bribes by the Freight Forwarding Agent to NCS offcials to avoid

the normal customs clearance process and the payment of offcial duties and taxes

31 In 2005 after customs issues related to the use of the Frcight

Forwarding Agent began to surface publicly Transocean instructed TSSNL and

TIRL employees in Nigeria to conduct an internal investigation ofthe use of the

express courier service One of the TSSNL employees involved in the internal

investigation the Nigeria customs supervisor was one of the employees previously

using the express courier service to import goods and materials into Nigeria

without paying applicable customs duties

32 The employees set up a meeting with a manager ofthe Freight

Forwarding Agent who admitted that the express courier service was not

compliant with Nigerian law and that the freight Forwarding Agent had made

arrangements with Nigerian customs officials

33 The TSSNL and TIRL employees prepared a report oftheir fmdings

in August 2005 and sent it to various individuals within the company including a

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senior official in Transoceans legal departent in Houston The report contained

a recommendation to cease using the express courier service in Nigeria because of

its 100 non compliance with the law

34 In August 2005 in response to the investigation Transocean

management put a new policy in place which was memorialized in an e-mail

allowing for limited use ofthe express courier service but only with management

pre-approval and proof of duty payments

35 Despite the new policy SFNL and TSSNL used the express courier

service eleven times between August 2005 and September 23 2005 when they

knew or were aware of a high probability that the express courier service would

make bribe payments to Nigerian offcials to avoid applicable customs duties As

a consequence SFNL and TSSNL corruptly avoided paying $3778173 in

applicable customs duties for these eleven shipments

36 SFNL and TSSNL accepted invoices from the Freight Forwarding

Agent for these eleven shipments that contained amounts for local processing

charges which amounts were tyically 25 to 40 of the actual duties that were

owed under applicable Nigerian laws and regulations SFNL and TSSNL caused

these invoices to be paid to the Freight Forwarding Agent when they knew or were

aware of a high probability that the bribe payments were falsely characterized in

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the invoices as local processing charges

37 In connection with these shipments SFNL and TSSNL falsely

recorded the payments to the express courier service as Air Freight in thcir books

and records The dollar amounts of such transactions were then incorporated into

Transoceans year-end financial statements filed with the US Securities and

Exchange Commission

B-16

ATTACHMENTC

CORPORATE COMPLIANCE PROGRAM

In order to addre~s any deficiencies in its internal controls policies and

procedures regarding compliance with the Foreign Corrpt Practices Act

(FCPA) Title 15 United States Code Sections 78dd-l et seq and other

applicable anti-corrption laws Transocean Inc and Transocean Ltd an issuer of

securities on the New York Stock Exchange and thereby subject to the FCP A

under 15 USC sect78dd-l (collectively the Company) agree to continue to

conduct in a manner consistent with all of their obligations under this Agreement

appropriate reviews of their existing internal controls policies and procedures

Where necessary and appropriate the Company agrees to adopt new or to

modifY existing internal controls policies and procedures in order to ensure that it

maintains (a) a system of internal accounting controls designed to ensure that the

Company makes and keeps fair and accurate books records and accounts and (b)

a rigorous anti-corrption compliance code standards and procedures designed to

detect and deter violations of the FCPA and other applicable anti-corrption laws

At a minimum this should include but not be limited to the following elements

1 The Company will develop and promulgate a clearly articulated and

visible corporate policy against violations of the FCP A including its anti-bribery

books and records and internal controls provisions and other applicable foreign

law counterparts (collectively the anti-corrption laws) which policy shall be

memorialized in a written compliance code

2 The Company wil ensure that its senior management provides strong

explicit and visible support and commitment to its corporate policy against

violations of the anti-corrption laws and its compliance code

3 The Company will develop and promulgate compliance standards and

procedures designed to reduce the prospect of violations of the anti-corrption laws

and the Companys compliance code and the Company will take appropriate

measures to encourage and support the observance of ethics and compliance

standards and procedures against foreign bribery by personnel at all levels of the

Company These anti-corruption standards and procedures shall apply to all

directors offcers and employees and where necessary and appropriate outside

parties acting on behalf of the Company in a foreign jurisdiction including but not

limited to agents and intermediaries consultants representatives distributors

teaming parners contractors and suppliers consortia and joint venture partners

(collectively agents and business partners) to the extent that agents and business

partners may be employed under the Companys corporate policy The Company

shall notifY all employees that compliance with the standards and procedures is the

duty of individuals at all levels of the Company Such standards and procedures

shall include policies governing

C-2

a gifts

b hospitality entertainment and expenses

c customer travel

d political contributions

e charitable donations and sponsorships

f facilitation payments and

g solicitation and extortion

4 The Company will develop these compliance standards and

procedures including internal controls ethics and compliance programs on the

basis of a risk assessment addressing the individual circumstances of the Company

and in particular the foreign bribery risks facing the Company including but not

limited to its geographical organization interactions with various types and levels

of government officials industrial sectors of operation involvement in joint

venture arrangements importance of licenses and permits in the companys

operations degree of governental oversight and inspection and volume and

importance of goods and personnel clearing through customs and imrnigration

5 The Company shall review its anti-corrption compliance standards

and procedures including internal controls ethics and compliance programs no

less than annually and update them as appropriate taking into account relevant

developments in the field and evolving international and industry standards and

C-3

update and adapt them as necessary to ensure their continued effectiveness

6 The Company wil assign responsibility to one or more senior

corporate executives of the Company for the implementation and oversight of the

Companys anti-corrption policies standards and procedures Such corporate

official(s) shall have direct reporting obligations to independent monitoring bodies

including Transocean Ltds Board of Directors or any appropriate committee of

the Board of Directors and shall have an adequate level of autonomy from

management as well as sufficient resources and authority to maintain such

autonomy

7 The Company wil ensure that it has a system of financial and

accounting procedures including a system of internal controls reasonably

designed to ensure the maintenance of fair and accurate books records and

accounts to ensure that they cannot be used for the purpose of foreign bribery or

concealing such bribery

8 The Company wil implement mechanisms designed to ensure that its

anti-corrption policies standards and procedures are communicated effectively to

all directors officers employees and where appropriate agents and business

partners These mechanisms shall include (a) periodic training for all directors

officers and employees and where necessary and appropriate agents and

business parners and (b) annual certifications by all such directors offcers and

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management employees and where necessary and appropriate agents and

business partners ceiiirying compliance with the training requirements

9 The Company wil establish an effective system for

a Providing guidance and advice to directors officers employees

and where appropriate agents and business partners on complying with the

Companys anti-corruption compliance policies standards and procedures

including when they need advice on an urgent basis or in any foreign jurisdiction

in which the Company operates

b Internal and where possible confidential reporting by and

protection of directors officers employees and where necessar and appropriate

agents and business partners not wiling to violate professional standards or ethics

under instructions or pressure from hierarchical superiors as well as for directors

officers employees and where necessary and appropriate agents and business

partners wiling to report breaches of the law or professional standards or ethics

concerning anti-corrption occurring within the Company suspected criminal

conduct andor violations of the compliance policies standards and procedures

regarding the anti-corruption laws for directors officers employees and where

necessary and appropriate agents and business partners and

c Responding to such requests and undertaking appropriate action

in response to such reports

c-s

10 The Company will institute appropriate disciplinary procedures to

address among other things violations of the anti-comiption laws and the

Companys anti-comiption compliance code policies and procedures by the

Companys directors officers and employees The Company shall implement

procedures to ensure that where misconduct is discovered reasonable steps are

taken to remedy the harm resulting from such misconduct and to ensure that

appropriate steps are taken to prevent further similar misconduct including

assessing the internal controls ethics and compliance program and making

modifications necessary to ensure the program is effective

11 To the extent that the use of agents and business partners is permitted

at all by the Company it wil institute appropriate due diligence and compliance

requirements pertaining to the retention and oversight of all agents and business

partners including

a Properly documented risk-based due diligence pertaining to the

hiring and appropriate and regular oversight of agents and business partners

b Informing agents and business parters of the Companys

commitment to abiding by laws on the prohibitions against foreign bribery and of

the Companys ethics and compliance standards and procedures and other

measures for preventing and detecting such bribery and

c Seeking a reciprocal commitment from agents and business

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partners

12 Where appropriate the Company wil include standard provisions in

agreements contracts and renewals thereof with all agents and business parters

that are reasonably calculated to prevent violations of the anti-corrption laws

which may depending upon the circumstances include (a) anti-corrption

representations and undertakings relating to compliance with the anti-corruption

laws (b) rights to conduct audits of the books and records of the agent or business

partner to ensure compliance with the foregoing and (c) rights to terminate an

agent or business partner as a result of any breach of anti-corrption laws and

regulations or representations and undertakings related to such matters

13 The Company wil conduct periodic review and testing of its antishy

corniption compliance code standards and procedures designed to evaluate and

improve their effectiveness in preventing and detecting violations of antishy

corrption laws and the Companys anti-corrption code standards and

procedures taking into account relevant developments in the field and evolving

international and industry standards

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ATTACHMENT D

CORPORATE COMPLIANCE REPORTING

1 Transocean Ltd on behalf of its wholly-owned subsidiary Transocean

Inc agrees that it will report periodically at no less than 12-month intervals in

accordance with the schedule described in Paragraph 3 below during the three-

year term of this Deferred Prosecution Agreement (the Agreement) to the Fraud

Section of the Department of Justice (the Department) regarding remediation and

implementation of the compliance program and internal controls policies and

procedures described in Attachment C

2 Should Transocean Ltd discover credible evidence not already

reported to the Department that questionable or corrpt payments or questionable

or corrpt transfers of propert or interests may have been offered promised paid

or authorized by any Transocean Ltd entity or person or any entity or person

working directly for Transocean Ltd or that related false books and records have

been maintained Transocean Ltd shall promptly report such conduct to the

Department

3 During the three-year term of the Agreement Transocean Ltd shall

conduct an initial review and prepare an initial report and conduct and prepare two

follow-up reviews and reports as described below

a By no later than a year from the date the Agreement is filed

with the Court in the Southern District of Texas Transocean Ltd shall prepare a

written report covering the prior 12-month period and setting forth a complete

description of its compliance efforts to date its proposals reasonably designed to

improve the policies and procedures of Transocean Ltd for ensuring compliance

with the FCP A and other applicable anti-corruption laws and the parameters of the

subsequent reviews The report shall be addressed and sent to the Deputy Chief shy

FCPA Unit Fraud Section Criminal Division US Department of Justice 1400

New York Ave Bond Building Fourth Floor Washington DC 20005

b Transocean Ltd shall undertake two follow-up reviews

incorporating any comments provided by the Depaiiment on its initial review and

report to furter monitor and assess whether the policies and procedures of

Transocean Ltd are reasonably designed to detect and prevent violations of the

FCP A and other applicable anti-corrption laws

c The first follow-up review and report shall be completed by no

more than one year after the initial review The second follow-up review and

report shall be completed by no later than one-year after the completion of the first

follow-up review

d Transocean Ltd may extend the time period for submission of

the follow-up reports with prior written approval of the Department

D-2

amended Title 15 United States Code Section 78dd-l and the books and records

provisions of the lCPA Title 15 United States Code Sections 78m (b)(2)(A)

78m(b)(5) and 78ff(a) one count of violating the anti-bribery provisions of the

FCP A as amended Title 15 United State Code Section 78dd-l and two counts of

violating the books and records provisions of the FCP A Title 15 United States

Code Sections 18m (b)(2)(A) 78m(b)(5) and 78ff(a)

2 Transocean knowingly waives (a) its right to indictment on these

charges as well as all rights to a speedy trial pursuant to the Sixth Amendment to

the United States Constitution Title 18 United States Code Section 3161 and

Federal Rule of Criminal Procedure 48(b) and (b) any objection with respect to

venue and consents to the filing of the Information as provided under the terms of

this Agreement in the United States District Court for the Southern District of

Texas

3 Transocean admits accepts and acknowledges that it is responsible

under United States law for the acts of its officers employees subsidiaries and

agents as charged in the Information and as described in the Statement of Facts

(Attachment B) and that the allegations in the Information and the facts described

in the attached Statement of Facts are true and accurate Should the Department

pursue the prosecution that is deferred by this Agreement Transocean agrees that it

2


















3




considered were














4

















Attachment D and



5




















6









Ltd











7











investigation







appropriate

8










TOTAL 30






9

the offense +5



-2

TOTAL 8












10




















11




















12



















13





responsible





and procedures









14









Paragraph i











15




Agreement then












and




16



above

















17










the Department







of such discretion

i 8




















i 9




















20














Notice






21





Complete Agreement





22


Ltd

AGREED





23

FOR TRASOCEAN INC

~v By





By ic ard C Sni



24



















1












Transocean




2

















1


and voluntar one

Date 6 ~ - 2010

2

ATTACHMENT A















the Department























A-2














c~Transocean Ltd


ATTACHMENTB

STATEMENT OF FACTS















following


The FCPA



















B-2
















of Transocean




B-3




















B-4











Transocean Agents









B-5




















B-6

1


(t)(1)(A)

















B-7









cost










B-8











Nigeria







the expenses

B-9



















B-lO



















B-11


Paris France


















B-12




















B-13




















B-14




















B-15






Exchange Commission

B-16

ATTACHMENTC








































C-2

a gifts


c customer travel


















C-3









autonomy












C-4





















c-s













partners including








C-6

partners
















C-7

ATTACHMENT D















Department





















follow-up review



D-2


















3




considered were














4

















Attachment D and



5




















6









Ltd











7











investigation







appropriate

8










TOTAL 30






9

the offense +5



-2

TOTAL 8












10




















11




















12



















13





responsible





and procedures









14









Paragraph i











15




Agreement then












and




16



above

















17










the Department







of such discretion

i 8




















i 9




















20














Notice






21





Complete Agreement





22


Ltd

AGREED





23

FOR TRASOCEAN INC

~v By





By ic ard C Sni



24



















1












Transocean




2

















1


and voluntar one

Date 6 ~ - 2010

2

ATTACHMENT A















the Department























A-2














c~Transocean Ltd


ATTACHMENTB

STATEMENT OF FACTS















following


The FCPA



















B-2
















of Transocean




B-3




















B-4











Transocean Agents









B-5




















B-6

1


(t)(1)(A)

















B-7









cost










B-8











Nigeria







the expenses

B-9



















B-lO



















B-11


Paris France


















B-12




















B-13




















B-14




















B-15






Exchange Commission

B-16

ATTACHMENTC








































C-2

a gifts


c customer travel


















C-3









autonomy












C-4





















c-s













partners including








C-6

partners
















C-7

ATTACHMENT D















Department





















follow-up review



D-2




considered were














4

















Attachment D and



5




















6









Ltd











7











investigation







appropriate

8










TOTAL 30






9

the offense +5



-2

TOTAL 8












10




















11




















12



















13





responsible





and procedures









14









Paragraph i











15




Agreement then












and




16



above

















17










the Department







of such discretion

i 8




















i 9




















20














Notice






21





Complete Agreement





22


Ltd

AGREED





23

FOR TRASOCEAN INC

~v By





By ic ard C Sni



24



















1












Transocean




2

















1


and voluntar one

Date 6 ~ - 2010

2

ATTACHMENT A















the Department























A-2














c~Transocean Ltd


ATTACHMENTB

STATEMENT OF FACTS















following


The FCPA



















B-2
















of Transocean




B-3




















B-4











Transocean Agents









B-5




















B-6

1


(t)(1)(A)

















B-7









cost










B-8











Nigeria







the expenses

B-9



















B-lO



















B-11


Paris France


















B-12




















B-13




















B-14




















B-15






Exchange Commission

B-16

ATTACHMENTC








































C-2

a gifts


c customer travel


















C-3









autonomy












C-4





















c-s













partners including








C-6

partners
















C-7

ATTACHMENT D















Department





















follow-up review



D-2

















Attachment D and



5




















6









Ltd











7











investigation







appropriate

8










TOTAL 30






9

the offense +5



-2

TOTAL 8












10




















11




















12



















13





responsible





and procedures









14









Paragraph i











15




Agreement then












and




16



above

















17










the Department







of such discretion

i 8




















i 9




















20














Notice






21





Complete Agreement





22


Ltd

AGREED





23

FOR TRASOCEAN INC

~v By





By ic ard C Sni



24



















1












Transocean




2

















1


and voluntar one

Date 6 ~ - 2010

2

ATTACHMENT A















the Department























A-2














c~Transocean Ltd


ATTACHMENTB

STATEMENT OF FACTS















following


The FCPA



















B-2
















of Transocean




B-3




















B-4











Transocean Agents









B-5




















B-6

1


(t)(1)(A)

















B-7









cost










B-8











Nigeria







the expenses

B-9



















B-lO



















B-11


Paris France


















B-12




















B-13




















B-14




















B-15






Exchange Commission

B-16

ATTACHMENTC








































C-2

a gifts


c customer travel


















C-3









autonomy












C-4





















c-s













partners including








C-6

partners
















C-7

ATTACHMENT D















Department





















follow-up review



D-2




















6









Ltd











7











investigation







appropriate

8










TOTAL 30






9

the offense +5



-2

TOTAL 8












10




















11




















12



















13





responsible





and procedures









14









Paragraph i











15




Agreement then












and




16



above

















17










the Department







of such discretion

i 8




















i 9




















20














Notice






21





Complete Agreement





22


Ltd

AGREED





23

FOR TRASOCEAN INC

~v By





By ic ard C Sni



24



















1












Transocean




2

















1


and voluntar one

Date 6 ~ - 2010

2

ATTACHMENT A















the Department























A-2














c~Transocean Ltd


ATTACHMENTB

STATEMENT OF FACTS















following


The FCPA



















B-2
















of Transocean




B-3




















B-4











Transocean Agents









B-5




















B-6

1


(t)(1)(A)

















B-7









cost










B-8











Nigeria







the expenses

B-9



















B-lO



















B-11


Paris France


















B-12




















B-13




















B-14




















B-15






Exchange Commission

B-16

ATTACHMENTC








































C-2

a gifts


c customer travel


















C-3









autonomy












C-4





















c-s













partners including








C-6

partners
















C-7

ATTACHMENT D















Department





















follow-up review



D-2









Ltd











7











investigation







appropriate

8










TOTAL 30






9

the offense +5



-2

TOTAL 8












10




















11




















12



















13





responsible





and procedures









14









Paragraph i











15




Agreement then












and




16



above

















17










the Department







of such discretion

i 8




















i 9




















20














Notice






21





Complete Agreement





22


Ltd

AGREED





23

FOR TRASOCEAN INC

~v By





By ic ard C Sni



24



















1












Transocean




2

















1


and voluntar one

Date 6 ~ - 2010

2

ATTACHMENT A















the Department























A-2














c~Transocean Ltd


ATTACHMENTB

STATEMENT OF FACTS















following


The FCPA



















B-2
















of Transocean




B-3




















B-4











Transocean Agents









B-5




















B-6

1


(t)(1)(A)

















B-7









cost










B-8











Nigeria







the expenses

B-9



















B-lO



















B-11


Paris France


















B-12




















B-13




















B-14




















B-15






Exchange Commission

B-16

ATTACHMENTC








































C-2

a gifts


c customer travel


















C-3









autonomy












C-4





















c-s













partners including








C-6

partners
















C-7

ATTACHMENT D















Department





















follow-up review



D-2











investigation







appropriate

8










TOTAL 30






9

the offense +5



-2

TOTAL 8












10




















11




















12



















13





responsible





and procedures









14









Paragraph i











15




Agreement then












and




16



above

















17










the Department







of such discretion

i 8




















i 9




















20














Notice






21





Complete Agreement





22


Ltd

AGREED





23

FOR TRASOCEAN INC

~v By





By ic ard C Sni



24



















1












Transocean




2

















1


and voluntar one

Date 6 ~ - 2010

2

ATTACHMENT A















the Department























A-2














c~Transocean Ltd


ATTACHMENTB

STATEMENT OF FACTS















following


The FCPA



















B-2
















of Transocean




B-3




















B-4











Transocean Agents









B-5




















B-6

1


(t)(1)(A)

















B-7









cost










B-8











Nigeria







the expenses

B-9



















B-lO



















B-11


Paris France


















B-12




















B-13




















B-14




















B-15






Exchange Commission

B-16

ATTACHMENTC








































C-2

a gifts


c customer travel


















C-3









autonomy












C-4





















c-s













partners including








C-6

partners
















C-7

ATTACHMENT D















Department





















follow-up review



D-2










TOTAL 30






9

the offense +5



-2

TOTAL 8












10




















11




















12



















13





responsible





and procedures









14









Paragraph i











15




Agreement then












and




16



above

















17










the Department







of such discretion

i 8




















i 9




















20














Notice






21





Complete Agreement





22


Ltd

AGREED





23

FOR TRASOCEAN INC

~v By





By ic ard C Sni



24



















1












Transocean




2

















1


and voluntar one

Date 6 ~ - 2010

2

ATTACHMENT A















the Department























A-2














c~Transocean Ltd


ATTACHMENTB

STATEMENT OF FACTS















following


The FCPA



















B-2
















of Transocean




B-3




















B-4











Transocean Agents









B-5




















B-6

1


(t)(1)(A)

















B-7









cost










B-8











Nigeria







the expenses

B-9



















B-lO



















B-11


Paris France


















B-12




















B-13




















B-14




















B-15






Exchange Commission

B-16

ATTACHMENTC








































C-2

a gifts


c customer travel


















C-3









autonomy












C-4





















c-s













partners including








C-6

partners
















C-7

ATTACHMENT D















Department





















follow-up review



D-2

the offense +5



-2

TOTAL 8












10




















11




















12



















13





responsible





and procedures









14









Paragraph i











15




Agreement then












and




16



above

















17










the Department







of such discretion

i 8




















i 9




















20














Notice






21





Complete Agreement





22


Ltd

AGREED





23

FOR TRASOCEAN INC

~v By





By ic ard C Sni



24



















1












Transocean




2

















1


and voluntar one

Date 6 ~ - 2010

2

ATTACHMENT A















the Department























A-2














c~Transocean Ltd


ATTACHMENTB

STATEMENT OF FACTS















following


The FCPA



















B-2
















of Transocean




B-3




















B-4











Transocean Agents









B-5




















B-6

1


(t)(1)(A)

















B-7









cost










B-8











Nigeria







the expenses

B-9



















B-lO



















B-11


Paris France


















B-12




















B-13




















B-14




















B-15






Exchange Commission

B-16

ATTACHMENTC








































C-2

a gifts


c customer travel


















C-3









autonomy












C-4





















c-s













partners including








C-6

partners
















C-7

ATTACHMENT D















Department





















follow-up review



D-2




















11




















12



















13





responsible





and procedures









14









Paragraph i











15




Agreement then












and




16



above

















17










the Department







of such discretion

i 8




















i 9




















20














Notice






21





Complete Agreement





22


Ltd

AGREED





23

FOR TRASOCEAN INC

~v By





By ic ard C Sni



24



















1












Transocean




2

















1


and voluntar one

Date 6 ~ - 2010

2

ATTACHMENT A















the Department























A-2














c~Transocean Ltd


ATTACHMENTB

STATEMENT OF FACTS















following


The FCPA



















B-2
















of Transocean




B-3




















B-4











Transocean Agents









B-5




















B-6

1


(t)(1)(A)

















B-7









cost










B-8











Nigeria







the expenses

B-9



















B-lO



















B-11


Paris France


















B-12




















B-13




















B-14




















B-15






Exchange Commission

B-16

ATTACHMENTC








































C-2

a gifts


c customer travel


















C-3









autonomy












C-4





















c-s













partners including








C-6

partners
















C-7

ATTACHMENT D















Department





















follow-up review



D-2




















12



















13





responsible





and procedures









14









Paragraph i











15




Agreement then












and




16



above

















17










the Department







of such discretion

i 8




















i 9




















20














Notice






21





Complete Agreement





22


Ltd

AGREED





23

FOR TRASOCEAN INC

~v By





By ic ard C Sni



24



















1












Transocean




2

















1


and voluntar one

Date 6 ~ - 2010

2

ATTACHMENT A















the Department























A-2














c~Transocean Ltd


ATTACHMENTB

STATEMENT OF FACTS















following


The FCPA



















B-2
















of Transocean




B-3




















B-4











Transocean Agents









B-5




















B-6

1


(t)(1)(A)

















B-7









cost










B-8











Nigeria







the expenses

B-9



















B-lO



















B-11


Paris France


















B-12




















B-13




















B-14




















B-15






Exchange Commission

B-16

ATTACHMENTC








































C-2

a gifts


c customer travel


















C-3









autonomy












C-4





















c-s













partners including








C-6

partners
















C-7

ATTACHMENT D















Department





















follow-up review



D-2



















13





responsible





and procedures









14









Paragraph i











15




Agreement then












and




16



above

















17










the Department







of such discretion

i 8




















i 9




















20














Notice






21





Complete Agreement





22


Ltd

AGREED





23

FOR TRASOCEAN INC

~v By





By ic ard C Sni



24



















1












Transocean




2

















1


and voluntar one

Date 6 ~ - 2010

2

ATTACHMENT A















the Department























A-2














c~Transocean Ltd


ATTACHMENTB

STATEMENT OF FACTS















following


The FCPA



















B-2
















of Transocean




B-3




















B-4











Transocean Agents









B-5




















B-6

1


(t)(1)(A)

















B-7









cost










B-8











Nigeria







the expenses

B-9



















B-lO



















B-11


Paris France


















B-12




















B-13




















B-14




















B-15






Exchange Commission

B-16

ATTACHMENTC








































C-2

a gifts


c customer travel


















C-3









autonomy












C-4





















c-s













partners including








C-6

partners
















C-7

ATTACHMENT D















Department





















follow-up review



D-2





responsible





and procedures









14









Paragraph i











15




Agreement then












and




16



above

















17










the Department







of such discretion

i 8




















i 9




















20














Notice






21





Complete Agreement





22


Ltd

AGREED





23

FOR TRASOCEAN INC

~v By





By ic ard C Sni



24



















1












Transocean




2

















1


and voluntar one

Date 6 ~ - 2010

2

ATTACHMENT A















the Department























A-2














c~Transocean Ltd


ATTACHMENTB

STATEMENT OF FACTS















following


The FCPA



















B-2
















of Transocean




B-3




















B-4











Transocean Agents









B-5




















B-6

1


(t)(1)(A)

















B-7









cost










B-8











Nigeria







the expenses

B-9



















B-lO



















B-11


Paris France


















B-12




















B-13




















B-14




















B-15






Exchange Commission

B-16

ATTACHMENTC








































C-2

a gifts


c customer travel


















C-3









autonomy












C-4





















c-s













partners including








C-6

partners
















C-7

ATTACHMENT D















Department





















follow-up review



D-2









Paragraph i











15




Agreement then












and




16



above

















17










the Department







of such discretion

i 8




















i 9




















20














Notice






21





Complete Agreement





22


Ltd

AGREED





23

FOR TRASOCEAN INC

~v By





By ic ard C Sni



24



















1












Transocean




2

















1


and voluntar one

Date 6 ~ - 2010

2

ATTACHMENT A















the Department























A-2














c~Transocean Ltd


ATTACHMENTB

STATEMENT OF FACTS















following


The FCPA



















B-2
















of Transocean




B-3




















B-4











Transocean Agents









B-5




















B-6

1


(t)(1)(A)

















B-7









cost










B-8











Nigeria







the expenses

B-9



















B-lO



















B-11


Paris France


















B-12




















B-13




















B-14




















B-15






Exchange Commission

B-16

ATTACHMENTC








































C-2

a gifts


c customer travel


















C-3









autonomy












C-4





















c-s













partners including








C-6

partners
















C-7

ATTACHMENT D















Department





















follow-up review



D-2




Agreement then












and




16



above

















17










the Department







of such discretion

i 8




















i 9




















20














Notice






21





Complete Agreement





22


Ltd

AGREED





23

FOR TRASOCEAN INC

~v By





By ic ard C Sni



24



















1












Transocean




2

















1


and voluntar one

Date 6 ~ - 2010

2

ATTACHMENT A















the Department























A-2














c~Transocean Ltd


ATTACHMENTB

STATEMENT OF FACTS















following


The FCPA



















B-2
















of Transocean




B-3




















B-4











Transocean Agents









B-5




















B-6

1


(t)(1)(A)

















B-7









cost










B-8











Nigeria







the expenses

B-9



















B-lO



















B-11


Paris France


















B-12




















B-13




















B-14




















B-15






Exchange Commission

B-16

ATTACHMENTC








































C-2

a gifts


c customer travel


















C-3









autonomy












C-4





















c-s













partners including








C-6

partners
















C-7

ATTACHMENT D















Department





















follow-up review



D-2



above

















17










the Department







of such discretion

i 8




















i 9




















20














Notice






21





Complete Agreement





22


Ltd

AGREED





23

FOR TRASOCEAN INC

~v By





By ic ard C Sni



24



















1












Transocean




2

















1


and voluntar one

Date 6 ~ - 2010

2

ATTACHMENT A















the Department























A-2














c~Transocean Ltd


ATTACHMENTB

STATEMENT OF FACTS















following


The FCPA



















B-2
















of Transocean




B-3




















B-4











Transocean Agents









B-5




















B-6

1


(t)(1)(A)

















B-7









cost










B-8











Nigeria







the expenses

B-9



















B-lO



















B-11


Paris France


















B-12




















B-13




















B-14




















B-15






Exchange Commission

B-16

ATTACHMENTC








































C-2

a gifts


c customer travel


















C-3









autonomy












C-4





















c-s













partners including








C-6

partners
















C-7

ATTACHMENT D















Department





















follow-up review



D-2










the Department







of such discretion

i 8




















i 9




















20














Notice






21





Complete Agreement





22


Ltd

AGREED





23

FOR TRASOCEAN INC

~v By





By ic ard C Sni



24



















1












Transocean




2

















1


and voluntar one

Date 6 ~ - 2010

2

ATTACHMENT A















the Department























A-2














c~Transocean Ltd


ATTACHMENTB

STATEMENT OF FACTS















following


The FCPA



















B-2
















of Transocean




B-3




















B-4











Transocean Agents









B-5




















B-6

1


(t)(1)(A)

















B-7









cost










B-8











Nigeria







the expenses

B-9



















B-lO



















B-11


Paris France


















B-12




















B-13




















B-14




















B-15






Exchange Commission

B-16

ATTACHMENTC








































C-2

a gifts


c customer travel


















C-3









autonomy












C-4





















c-s













partners including








C-6

partners
















C-7

ATTACHMENT D















Department





















follow-up review



D-2




















i 9




















20














Notice






21





Complete Agreement





22


Ltd

AGREED





23

FOR TRASOCEAN INC

~v By





By ic ard C Sni



24



















1












Transocean




2

















1


and voluntar one

Date 6 ~ - 2010

2

ATTACHMENT A















the Department























A-2














c~Transocean Ltd


ATTACHMENTB

STATEMENT OF FACTS















following


The FCPA



















B-2
















of Transocean




B-3




















B-4











Transocean Agents









B-5




















B-6

1


(t)(1)(A)

















B-7









cost










B-8











Nigeria







the expenses

B-9



















B-lO



















B-11


Paris France


















B-12




















B-13




















B-14




















B-15






Exchange Commission

B-16

ATTACHMENTC








































C-2

a gifts


c customer travel


















C-3









autonomy












C-4





















c-s













partners including








C-6

partners
















C-7

ATTACHMENT D















Department





















follow-up review



D-2




















20














Notice






21





Complete Agreement





22


Ltd

AGREED





23

FOR TRASOCEAN INC

~v By





By ic ard C Sni



24



















1












Transocean




2

















1


and voluntar one

Date 6 ~ - 2010

2

ATTACHMENT A















the Department























A-2














c~Transocean Ltd


ATTACHMENTB

STATEMENT OF FACTS















following


The FCPA



















B-2
















of Transocean




B-3




















B-4











Transocean Agents









B-5




















B-6

1


(t)(1)(A)

















B-7









cost










B-8











Nigeria







the expenses

B-9



















B-lO



















B-11


Paris France


















B-12




















B-13




















B-14




















B-15






Exchange Commission

B-16

ATTACHMENTC








































C-2

a gifts


c customer travel


















C-3









autonomy












C-4





















c-s













partners including








C-6

partners
















C-7

ATTACHMENT D















Department





















follow-up review



D-2














Notice






21





Complete Agreement





22


Ltd

AGREED





23

FOR TRASOCEAN INC

~v By





By ic ard C Sni



24



















1












Transocean




2

















1


and voluntar one

Date 6 ~ - 2010

2

ATTACHMENT A















the Department























A-2














c~Transocean Ltd


ATTACHMENTB

STATEMENT OF FACTS















following


The FCPA



















B-2
















of Transocean




B-3




















B-4











Transocean Agents









B-5




















B-6

1


(t)(1)(A)

















B-7









cost










B-8











Nigeria







the expenses

B-9



















B-lO



















B-11


Paris France


















B-12




















B-13




















B-14




















B-15






Exchange Commission

B-16

ATTACHMENTC








































C-2

a gifts


c customer travel


















C-3









autonomy












C-4





















c-s













partners including








C-6

partners
















C-7

ATTACHMENT D















Department





















follow-up review



D-2





Complete Agreement





22


Ltd

AGREED





23

FOR TRASOCEAN INC

~v By





By ic ard C Sni



24



















1












Transocean




2

















1


and voluntar one

Date 6 ~ - 2010

2

ATTACHMENT A















the Department























A-2














c~Transocean Ltd


ATTACHMENTB

STATEMENT OF FACTS















following


The FCPA



















B-2
















of Transocean




B-3




















B-4











Transocean Agents









B-5




















B-6

1


(t)(1)(A)

















B-7









cost










B-8











Nigeria







the expenses

B-9



















B-lO



















B-11


Paris France


















B-12




















B-13




















B-14




















B-15






Exchange Commission

B-16

ATTACHMENTC








































C-2

a gifts


c customer travel


















C-3









autonomy












C-4





















c-s













partners including








C-6

partners
















C-7

ATTACHMENT D















Department





















follow-up review



D-2


Ltd

AGREED





23

FOR TRASOCEAN INC

~v By





By ic ard C Sni



24



















1












Transocean




2

















1


and voluntar one

Date 6 ~ - 2010

2

ATTACHMENT A















the Department























A-2














c~Transocean Ltd


ATTACHMENTB

STATEMENT OF FACTS















following


The FCPA



















B-2
















of Transocean




B-3




















B-4











Transocean Agents









B-5




















B-6

1


(t)(1)(A)

















B-7









cost










B-8











Nigeria







the expenses

B-9



















B-lO



















B-11


Paris France


















B-12




















B-13




















B-14




















B-15






Exchange Commission

B-16

ATTACHMENTC








































C-2

a gifts


c customer travel


















C-3









autonomy












C-4





















c-s













partners including








C-6

partners
















C-7

ATTACHMENT D















Department





















follow-up review



D-2

FOR TRASOCEAN INC

~v By





By ic ard C Sni



24



















1












Transocean




2

















1


and voluntar one

Date 6 ~ - 2010

2

ATTACHMENT A















the Department























A-2














c~Transocean Ltd


ATTACHMENTB

STATEMENT OF FACTS















following


The FCPA



















B-2
















of Transocean




B-3




















B-4











Transocean Agents









B-5




















B-6

1


(t)(1)(A)

















B-7









cost










B-8











Nigeria







the expenses

B-9



















B-lO



















B-11


Paris France


















B-12




















B-13




















B-14




















B-15






Exchange Commission

B-16

ATTACHMENTC








































C-2

a gifts


c customer travel


















C-3









autonomy












C-4





















c-s













partners including








C-6

partners
















C-7

ATTACHMENT D















Department





















follow-up review



D-2



















1












Transocean




2

















1


and voluntar one

Date 6 ~ - 2010

2

ATTACHMENT A















the Department























A-2














c~Transocean Ltd


ATTACHMENTB

STATEMENT OF FACTS















following


The FCPA



















B-2
















of Transocean




B-3




















B-4











Transocean Agents









B-5




















B-6

1


(t)(1)(A)

















B-7









cost










B-8











Nigeria







the expenses

B-9



















B-lO



















B-11


Paris France


















B-12




















B-13




















B-14




















B-15






Exchange Commission

B-16

ATTACHMENTC








































C-2

a gifts


c customer travel


















C-3









autonomy












C-4





















c-s













partners including








C-6

partners
















C-7

ATTACHMENT D















Department





















follow-up review



D-2












Transocean




2

















1


and voluntar one

Date 6 ~ - 2010

2

ATTACHMENT A















the Department























A-2














c~Transocean Ltd


ATTACHMENTB

STATEMENT OF FACTS















following


The FCPA



















B-2
















of Transocean




B-3




















B-4











Transocean Agents









B-5




















B-6

1


(t)(1)(A)

















B-7









cost










B-8











Nigeria







the expenses

B-9



















B-lO



















B-11


Paris France


















B-12




















B-13




















B-14




















B-15






Exchange Commission

B-16

ATTACHMENTC








































C-2

a gifts


c customer travel


















C-3









autonomy












C-4





















c-s













partners including








C-6

partners
















C-7

ATTACHMENT D















Department





















follow-up review



D-2

















1


and voluntar one

Date 6 ~ - 2010

2

ATTACHMENT A















the Department























A-2














c~Transocean Ltd


ATTACHMENTB

STATEMENT OF FACTS















following


The FCPA



















B-2
















of Transocean




B-3




















B-4











Transocean Agents









B-5




















B-6

1


(t)(1)(A)

















B-7









cost










B-8











Nigeria







the expenses

B-9



















B-lO



















B-11


Paris France


















B-12




















B-13




















B-14




















B-15






Exchange Commission

B-16

ATTACHMENTC








































C-2

a gifts


c customer travel


















C-3









autonomy












C-4





















c-s













partners including








C-6

partners
















C-7

ATTACHMENT D















Department





















follow-up review



D-2


and voluntar one

Date 6 ~ - 2010

2

ATTACHMENT A















the Department























A-2














c~Transocean Ltd


ATTACHMENTB

STATEMENT OF FACTS















following


The FCPA



















B-2
















of Transocean




B-3




















B-4











Transocean Agents









B-5




















B-6

1


(t)(1)(A)

















B-7









cost










B-8











Nigeria







the expenses

B-9



















B-lO



















B-11


Paris France


















B-12




















B-13




















B-14




















B-15






Exchange Commission

B-16

ATTACHMENTC








































C-2

a gifts


c customer travel


















C-3









autonomy












C-4





















c-s













partners including








C-6

partners
















C-7

ATTACHMENT D















Department





















follow-up review



D-2

ATTACHMENT A















the Department























A-2














c~Transocean Ltd


ATTACHMENTB

STATEMENT OF FACTS















following


The FCPA



















B-2
















of Transocean




B-3




















B-4











Transocean Agents









B-5




















B-6

1


(t)(1)(A)

















B-7









cost










B-8











Nigeria







the expenses

B-9



















B-lO



















B-11


Paris France


















B-12




















B-13




















B-14




















B-15






Exchange Commission

B-16

ATTACHMENTC








































C-2

a gifts


c customer travel


















C-3









autonomy












C-4





















c-s













partners including








C-6

partners
















C-7

ATTACHMENT D















Department





















follow-up review



D-2




















A-2














c~Transocean Ltd


ATTACHMENTB

STATEMENT OF FACTS















following


The FCPA



















B-2
















of Transocean




B-3




















B-4











Transocean Agents









B-5




















B-6

1


(t)(1)(A)

















B-7









cost










B-8











Nigeria







the expenses

B-9



















B-lO



















B-11


Paris France


















B-12




















B-13




















B-14




















B-15






Exchange Commission

B-16

ATTACHMENTC








































C-2

a gifts


c customer travel


















C-3









autonomy












C-4





















c-s













partners including








C-6

partners
















C-7

ATTACHMENT D















Department





















follow-up review



D-2














c~Transocean Ltd


ATTACHMENTB

STATEMENT OF FACTS















following


The FCPA



















B-2
















of Transocean




B-3




















B-4











Transocean Agents









B-5




















B-6

1


(t)(1)(A)

















B-7









cost










B-8











Nigeria







the expenses

B-9



















B-lO



















B-11


Paris France


















B-12




















B-13




















B-14




















B-15






Exchange Commission

B-16

ATTACHMENTC








































C-2

a gifts


c customer travel


















C-3









autonomy












C-4





















c-s













partners including








C-6

partners
















C-7

ATTACHMENT D















Department





















follow-up review



D-2

ATTACHMENTB

STATEMENT OF FACTS















following


The FCPA



















B-2
















of Transocean




B-3




















B-4











Transocean Agents









B-5




















B-6

1


(t)(1)(A)

















B-7









cost










B-8











Nigeria







the expenses

B-9



















B-lO



















B-11


Paris France


















B-12




















B-13




















B-14




















B-15






Exchange Commission

B-16

ATTACHMENTC








































C-2

a gifts


c customer travel


















C-3









autonomy












C-4





















c-s













partners including








C-6

partners
















C-7

ATTACHMENT D















Department





















follow-up review



D-2

The FCPA



















B-2
















of Transocean




B-3




















B-4











Transocean Agents









B-5




















B-6

1


(t)(1)(A)

















B-7









cost










B-8











Nigeria







the expenses

B-9



















B-lO



















B-11


Paris France


















B-12




















B-13




















B-14




















B-15






Exchange Commission

B-16

ATTACHMENTC








































C-2

a gifts


c customer travel


















C-3









autonomy












C-4





















c-s













partners including








C-6

partners
















C-7

ATTACHMENT D















Department





















follow-up review



D-2
















of Transocean




B-3




















B-4











Transocean Agents









B-5




















B-6

1


(t)(1)(A)

















B-7









cost










B-8











Nigeria







the expenses

B-9



















B-lO



















B-11


Paris France


















B-12




















B-13




















B-14




















B-15






Exchange Commission

B-16

ATTACHMENTC








































C-2

a gifts


c customer travel


















C-3









autonomy












C-4





















c-s













partners including








C-6

partners
















C-7

ATTACHMENT D















Department





















follow-up review



D-2




















B-4











Transocean Agents









B-5




















B-6

1


(t)(1)(A)

















B-7









cost










B-8











Nigeria







the expenses

B-9



















B-lO



















B-11


Paris France


















B-12




















B-13




















B-14




















B-15






Exchange Commission

B-16

ATTACHMENTC








































C-2

a gifts


c customer travel


















C-3









autonomy












C-4





















c-s













partners including








C-6

partners
















C-7

ATTACHMENT D















Department





















follow-up review



D-2











Transocean Agents









B-5




















B-6

1


(t)(1)(A)

















B-7









cost










B-8











Nigeria







the expenses

B-9



















B-lO



















B-11


Paris France


















B-12




















B-13




















B-14




















B-15






Exchange Commission

B-16

ATTACHMENTC








































C-2

a gifts


c customer travel


















C-3









autonomy












C-4





















c-s













partners including








C-6

partners
















C-7

ATTACHMENT D















Department





















follow-up review



D-2




















B-6

1


(t)(1)(A)

















B-7









cost










B-8











Nigeria







the expenses

B-9



















B-lO



















B-11


Paris France


















B-12




















B-13




















B-14




















B-15






Exchange Commission

B-16

ATTACHMENTC








































C-2

a gifts


c customer travel


















C-3









autonomy












C-4





















c-s













partners including








C-6

partners
















C-7

ATTACHMENT D















Department





















follow-up review



D-2

1


(t)(1)(A)

















B-7









cost










B-8











Nigeria







the expenses

B-9



















B-lO



















B-11


Paris France


















B-12




















B-13




















B-14




















B-15






Exchange Commission

B-16

ATTACHMENTC








































C-2

a gifts


c customer travel


















C-3









autonomy












C-4





















c-s













partners including








C-6

partners
















C-7

ATTACHMENT D















Department





















follow-up review



D-2









cost










B-8











Nigeria







the expenses

B-9



















B-lO



















B-11


Paris France


















B-12




















B-13




















B-14




















B-15






Exchange Commission

B-16

ATTACHMENTC








































C-2

a gifts


c customer travel


















C-3









autonomy












C-4





















c-s













partners including








C-6

partners
















C-7

ATTACHMENT D















Department





















follow-up review



D-2











Nigeria







the expenses

B-9



















B-lO



















B-11


Paris France


















B-12




















B-13




















B-14




















B-15






Exchange Commission

B-16

ATTACHMENTC








































C-2

a gifts


c customer travel


















C-3









autonomy












C-4





















c-s













partners including








C-6

partners
















C-7

ATTACHMENT D















Department





















follow-up review



D-2



















B-lO



















B-11


Paris France


















B-12




















B-13




















B-14




















B-15






Exchange Commission

B-16

ATTACHMENTC








































C-2

a gifts


c customer travel


















C-3









autonomy












C-4





















c-s













partners including








C-6

partners
















C-7

ATTACHMENT D















Department





















follow-up review



D-2



















B-11


Paris France


















B-12




















B-13




















B-14




















B-15






Exchange Commission

B-16

ATTACHMENTC








































C-2

a gifts


c customer travel


















C-3









autonomy












C-4





















c-s













partners including








C-6

partners
















C-7

ATTACHMENT D















Department





















follow-up review



D-2


Paris France


















B-12




















B-13




















B-14




















B-15






Exchange Commission

B-16

ATTACHMENTC








































C-2

a gifts


c customer travel


















C-3









autonomy












C-4





















c-s













partners including








C-6

partners
















C-7

ATTACHMENT D















Department





















follow-up review



D-2




















B-13




















B-14




















B-15






Exchange Commission

B-16

ATTACHMENTC








































C-2

a gifts


c customer travel


















C-3









autonomy












C-4





















c-s













partners including








C-6

partners
















C-7

ATTACHMENT D















Department





















follow-up review



D-2




















B-14




















B-15






Exchange Commission

B-16

ATTACHMENTC








































C-2

a gifts


c customer travel


















C-3









autonomy












C-4





















c-s













partners including








C-6

partners
















C-7

ATTACHMENT D















Department





















follow-up review



D-2




















B-15






Exchange Commission

B-16

ATTACHMENTC








































C-2

a gifts


c customer travel


















C-3









autonomy












C-4





















c-s













partners including








C-6

partners
















C-7

ATTACHMENT D















Department





















follow-up review



D-2






Exchange Commission

B-16

ATTACHMENTC








































C-2

a gifts


c customer travel


















C-3









autonomy












C-4





















c-s













partners including








C-6

partners
















C-7

ATTACHMENT D















Department





















follow-up review



D-2

ATTACHMENTC








































C-2

a gifts


c customer travel


















C-3









autonomy












C-4





















c-s













partners including








C-6

partners
















C-7

ATTACHMENT D















Department





















follow-up review



D-2





















C-2

a gifts


c customer travel


















C-3









autonomy












C-4





















c-s













partners including








C-6

partners
















C-7

ATTACHMENT D















Department





















follow-up review



D-2

a gifts


c customer travel


















C-3









autonomy












C-4





















c-s













partners including








C-6

partners
















C-7

ATTACHMENT D















Department





















follow-up review



D-2









autonomy












C-4





















c-s













partners including








C-6

partners
















C-7

ATTACHMENT D















Department





















follow-up review



D-2





















c-s













partners including








C-6

partners
















C-7

ATTACHMENT D















Department





















follow-up review



D-2













partners including








C-6

partners
















C-7

ATTACHMENT D















Department





















follow-up review



D-2

partners
















C-7

ATTACHMENT D















Department





















follow-up review



D-2

ATTACHMENT D















Department





















follow-up review



D-2


















follow-up review



D-2

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